Philips Quotation and Terms and Conditions CLEAN 7 16 13
Contents
1. disclosed to one party by the other party whether disclosed in writing or disclosed orally relating to the business of the disclosing party its customers or its patients and this Agreement and its terms including its pricing terms Each party will use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information but not less than reasonable care Each party will disclose such information only to its employees having a need to know such information to perform the transactions contemplated by this Agreement The obligation to maintain the confidentiality of such information will not extend to information in the public domain at the time of disclosure or to information that is required to be disclosed by law or by court order and will expire five years after the Exhibit terminates or expires 19 SUBCONTRACTS AND ASSIGNMENTS Philips may subcontract to service contractors of Philips choice any of Philips service obligations to Customer or other activities performed by Philips under this Agreement No such subcontract will release Philips from those obligations to Customer Customer may not assign this Agreement or the responsibility for payments due under it without Philips prior express written consent which will not be unreasonably withheld 20 INSURANCE Upon Customer request Philips will provide a Certificate of Philips insurance coverage2. Care Equipment If the Customer does not have a trained biomedical engineer who meets Philips requirements then Customer shall purchase the optional Biomedical Engineer BMET Training course 4 1 3 If Customer cannot resolve the Patient Care Equipment problem and requires on site assistance of Philips then Philips will provide such on site service at Philips then current standard rates for demand service plus applicable travel charges per service visit unless Second Response coverage is included in the Service Agreement 4 2 Biomed Assist Services If Biomed Assist Services coverage is included in the Service Agreement then Customer will ensure that any Patient Care Equipment not covered by Biomed Assist Services is covered under a Support Parts Agreement a separate Philips service agreement or Philips standard warranty If such Support Parts Agreement service agreement or warranty expires during the term of the Agreement then all Patient Care Equipment covered under such expiring Page 7 REV 1 1 2012 09 07 agreement or warranty must be added to the existing Biomed Assist Services coverage or a new Philips service agreement 4 3 Parts If Parts coverage is included in the Service Agreement then subject to the terms and conditions of this Agreement the cost of parts used in corrective maintenance of the Patient Care Equipment at the Patient Care Equipment Site is included in this Agreement Philips may reject any Customer requests for pa
3. HAS BEEN NOTIFIED IN WRITING OF THE OTHER PARTY S REQUESET FOR SERVICES AND THE NOTIFIED PARTY HAS NOT MADE COMMERICALLY REASONABLE EFFORTS TO PROVIDE SUCH SERVICES WITHIN A REASONABLE PERIOD OF TIME 12 PROPRIETARY SERVICE MATERIALS Philips may deliver or transmit certain proprietary service materials including software tools and written documentation that have not been purchased by or licensed to Customer The presence of this property within the Site will not give Customer any right or title to this property or any license or other right to access use or decompile this property Customer will use all reasonable efforts to protect this property against damage or loss and to prevent any access to or use of this property by any unauthorized party Customer shall immediately report to Phiips any violation of this provision 13 THIRD PARTY MANAGEMENT If Customer has contracted with a third party service management organization asset management company maintenance management company technology management company maintenance insurance organization or the like Third Party Organization for purposes of centralized billing and management of services provided to Customer at Customer s written request Philips will route invoices for payment of services rendered by Philips to such Third Party Organization and accept payment from them on Customer s behalf Notwithstanding the above the services provided by Philips are subject solely to the te
4. Signature Printed Name Printed Name Title Title Date Date PATIENT CARE SERVI ES EXHIBIT 1 SERVICES PROVIDED Commencing on the Effective Date and subject to the limitations below Philips will provide services listed on the quotation s for Covered System Telephone On Site Priority Parts Agreement Type and Remote Response On Site Labor On Site Travel D i i Support Time elivery 24x7x365 F Comprehensive On Site Next Two Hour Included Included Included Included esd ida Response So 24x7x365 Parts Two Hour Not Applicable Not Applicable Not Applicable Included Included greement R esponse Support Parts 24x7x365 a Agreement with Two Hour On Site Next Included Included Included Included Business Day Second Response Response Typical Bench 24x7x365 E Not Applicable Taa E Two Hour Not Applicable e sof Return Included Pape Response y Shipping Only return y Typical Unit 24x7x365 i Exchange a Exchange Two Hour Not Applicable Not Applicable Not Applicable Unit exchange Time Next ervices only Response business day exchange p 24x7x365 i Biomed eed Two Hour Not Applicable Not Applicable Not Applicable Discount Included Services Response Applied Excluding Philips recognized holidays Excluding Supplies and Accessories RESPONSE TIME DEFINITIONS 2 1 Initial Telephone Response is the time for a qualified Philips service representative to make direct telephone co
5. a computer based medical product and therefore may be subject to attack by outside computer viruses The Software required to prevent attack by a computer virus must be constantly monitored and updated Customer shall install and maintain anti virus Software in accordance with the System Installation or Reference guides After installing the software Customer shall have the burden of proof if it claims that Philips introduced a Virus discovered in the software Customer will pay an additional amount based on Philips then current time and materials rates for such work in respect of Services rendered in connection with a Virus that was not introduced by Philips Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any Virus in the Software licensed to Customer under this Agreement 5 3 Non Philips Software Assistance Requests for assistance with Hardware operating systems communications network Third Party Software printer configuration etc are outside the scope of this Agreement However if Customer s request then Philips may provide non Philips Software assistance on a time and materials basis at Philips then current time and materials rates as available 6 EXCLUSIONS In addition to the Service Exclusions set forth in the Agreement the following Service Exclusions apply to Services 6 1 Any combining of the System with a non qualified device A non qualified device is 6 1 1 Any product hardware fir
6. subcontractors 3 CUSTOMER RESPONSIBILITIES During the term of this Agreement Customer will 3 1 Ensure that the Site is maintained in a clean and sanitary condition and that the System product or part is decontaminated prior to service shipping or trade in as per the Instructions in the User manual 3 2 Dispose of hazardous or biological waste generated 3 3 Maintain operating environment within Philips specifications for the Site including temperature and humidity control incoming power quality incoming water quality and fire protection system 3 4 Use the System in accordance with the published manufacturer s operating instructions 4 SYSTEM AVAILABILITY If Customer schedules service and the system is not available at the agreed upon time then Philips may cancel the service or charge the Customer at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to the System 5 PAYMENT All payments under this Agreement are due thirty 30 days from the date of Philips invoice until the Agreement amount and all applicable taxes and interest are paid in full Customer will pay interest on any amount not paid when due at the lesser of 1 5 interest per month or the maximum rate permitted by applicable law 6 EXCUSABLE DELAYS Philips is excused from performing under this Agreement when Philips delay or failure to perform is caused by events beyond Philips reasonable control includi
7. then Philips may terminate this Agreement upon notice to the Customer and provide Customer with a refund of any Customer pre payments for periods of Service Coverage not already completed 10 WARRANTY DISCLAIMER Philips full contractual service obligations to Customer are described in this Agreement Philips provides no warranties except for the warranties expressly provided in this Agreement All Services will be performed in a good and workmanlike manner All parts are provided AS IS 11 LIMITATIONS OF LIABILITY AND DISCLAIMER 11 1 Philips total liability if any and Customer s exclusive remedy with respect to the Services or Philips Performance of the Services is limited to an amount not to exceed the price stated in this Agreement for the Service that is the basis of the claim THIS LIMITATION SHALL NOT APPLY TO THIRD PARTY CLAIMS FOR BODILY INJURY OR DEATH CAUSED BY PHILIPS NEGLIGENCE PHILIPS WILL HAVE NO LIABILIT FOR ANY ASSITANCE PHILIP PRODUCTS THAT IS NOT REQUIRED UNDER THIS AGREEMENT 11 2 INNO EVENT SHALL PHILIPS OR ITS AFFILATES BE LIABLE FOR ANY INDIRECT PUNITIVE INCIDENTAL CONSQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS BUSINESS INTERRUPTION LOSS OF DATA Page 2 REV 1 1 2012 09 07 PHILIPS OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE WHETHER ARISING FROM BREACH OF CONTRACT BREACH OF WARRANTY NEGLIGENCE INDEMNITY STRICT LIABILTY OR OTHER TORT UNLESS THE PARTY
8. 21 RULES AND REGULATIONS To the extent made known in writing to Philips Philips and its subcontractors will comply with Customer s rules and regulations provided such rules and regulations do not conflict with established Philips policies 22 EXCLUDED PROVIDER Philips represents and warrants that Philips its employees and subcontractors are neither debarred excluded suspended or otherwise ineligible to participate in a federal health care program nor have they been convicted of any health care related crime for the products and services provided under this Agreement an Excluded Provider Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing the Services becomes an Excluded Provider whereupon Customer may terminate this order by express written notice for services not yet rendered 23 SOLICITATION OF PHILIPS EMPLOYEES For the duration of this Agreement and for one year following the expiration or termination of this Agreement Customer and its affiliates will not directly or indirectly solicit any employee of Philips or its affiliates engage in providing the services Page 4 REV 1 1 2012 09 07 24 25 SURVIVAL WAIVER SEVERABILITY NOTICE CHOICE OF LAW Customer s obligation to pay any money due to Philips under this Agreement survives expiration or termination of this Agreement All of Philips rights privileges and remedies with respect to this A
9. 800 934 opt PCCI v4 9 PHILIPS PHILIPS HEALTHCARE ERVICE AGREEMENT TERMS AND NDITION 1 SERVICES PROVIDED The services listed in the quotation the Services are offered by Philips Healthcare a division of Philips Electronics North America Corporation Philips only under the terms and conditions described below and on any exhibits and attachments each of which are hereby incorporated the Agreement 2 EXCLUSIONS The Services do not include 2 1 Servicing or replacing components of the system other than those systems or components listed in the Exhibits the System that is at the listed location Site 2 2 Servicing System if contaminated with blood or other potentially infectious substances 2 3 Any service necessary due to i a design specification or instruction provided by Customer or Customer representative ii the failure of anyone to comply with Philips written instructions or recommendations iii any combining of the System with other manufacturers product or software other than those recommended by Philips iv any alteration or improper storage handling use or maintenance of the System by anyone other than Philips subcontractor or Philips v damage caused by an external source regardless of nature vi any removal or relocation of the System or vii neglect or misuse of the System 2 4 Any cost of materials supplies parts or labor supplied by any party other than Philips or Philips
10. ION AND ACCESS If Section 1861 v 1 I of the Social Security Act applies to this Agreement then Subsections i and ii of that Section are made a part of this Agreement In such an event Philips shall retain and make available and insert the requisite clause in each applicable subcontract requiring Philips subcontractor to retain and make available the contract s book s document s and records s to the person s upon the request s for the period s of time required by these Subsections Page 3 REV 1 1 2012 09 07 PHILIPS 17 HIPAA PRIVACY Philips complies with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 HIPAA Upon Customer request Philips will provide a mutually agreeable Business Associates agreement In the course of providing the Services to Customer Philips may need to access view or download computer files from the System that might contain Personal Data Personal Data includes information relating to an individual from which that individual can be directly or indirectly identified Personal Data can include both personal health information e g images heart monitor data and medical record number and non health information e g date of birth and gender Philips will process Personal Data only to the extent necessary to fulfill its Service obligations under this Agreement 18 CONFIDENTIALITY Each party will maintain as confidential any information furnished or
11. Philips Healthcare Customer Care Solution Center 800 722 9377 Customer Address Address City State Zip Agreement Contact Telephone Fax System Contact Telephone Field Service Engineer Equipment Location Department Name Email Philips Representative Dolores Lezo PCCI SYSTEMS AGREEMENT QUOTATION Bench Repair Polk County Fire Rescue 2470 Clower Lane Barlow FL 33830 John Wheeler 863 512 9889 Terrence Skluzak SE01 Kiser johnwheeler polkfl com Tel 724 834 0374 Opt 3 Payment Terms Agreement Quote Date Prior Agreement Agreement Start Date Agreement End Date Billing Schedule Multi Year Option Additional Discount Service Sales VP PHILIPS Net 30 9 27 2012 41195715 amp NB 1 1 2013 12 31 2016 Yearly 14 8 00 or Service Zone VP A Valid for 60 days Date 5 16 2013 Quote 071685 5 Mone SAPA S i ee i Support Renewal Proposal M3536A US00208781 S00208783 S00208784 S00208785 S00208786 S00208787 S00208788 S00208789 S00208790 S00208779 US00208780 US00208782 US00214880 US00214881 US00214882 US00214883 US00211994 US00322022 US00322023 US00322024 US00322025 US00322394 US00322395 US00322396 US00322397 US00322398 US00322399 a ED eg a ae a Defibrillators 27 HeartStart MRx PA recommended Total Annual Service Charge Year 1 Total Annual Service Charge Year 2 Total Annual Service Charge Year 3 Total Annual S
12. any lost or altered files data or programs For an additional charge based upon published labor and material rates Philips will offer services on acommercially reasonable efforts basis to reconstruct data 4 10 Intermediate Resolutions Customer shall implement any intermediate System resolutions or workarounds that Philips requests while seeking a long term System resolution 5 SERVICE LIMITIONS 5 1 Software Restoration If the Software fails and the supported application Software requires restoration then Philips will reinstall the application Software database Software and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall the customer created data backup If the customer created data backup cannot be used to re install any data to the System the customer will hold sole responsibility for the loss of data Custom or third party Software custom database configurations or reports and Customer written product interfaces are not included If a system failure is attributed to Hardware not supported under the Agreement the Customer shall restore the Software operating system and database Software before Philips begins Page 8 REV 1 1 2012 09 07 any Software restoration efforts Philips may offer for an additional charge based upon published labor and material rates Hardware support and Software restoration Services 5 2 Anti Virus Statement Philips Software is
13. ervice Charge Year 4 Subtotal 1 Performance Assurance applies only to products with PA in the description per year of agreement Subtotal Optional Services Discountable Subtotal Optional Services Non Discountable Subtotal Discountable POS Option Discount PCCI 12 31 2016 563 00 15 201 00 15 201 00 15 201 00 15 201 00 15 201 00 60 804 00 12 31 2016 9 450 00 37 800 00 37 800 00 0 00 98 604 00 0 00 v4 9 Model Serial Qty SAP Description Start End Annual List Extended Annual List Multi Year Option Discount 13 804 56 Additional Discount 7 888 32 Net Charge Year 1 19 227 78 Net Charge Year 2 19 227 78 Net Charge Year 3 19 227 78 Net Charge Year 4 19 227 78 76 911 12 Quotation Total Prices exclude taxes Applicable taxes will be added to the invoice Subject to credit approval IMPORTANT NOTICE A signed copy of this agreement for the services and prices quoted herein is Customers acceptance that the Terms and Conditions and information in the Exhibit and the Data Sheet attached to this quotation are the sole terms applicable to the services quoted The acceptance of this quotation is not binding upon Philips until further review by Philips contract administration The information contained in this document is confidential andis provided to the entity listed as the customer solely in connection with the evaluation of the purchase and sale cn ae Mm a EE party The Philip
14. greement will continue in full force and effect after the end of this Agreement A party s failure to enforce any provision of this Agreement is not a waiver of that provision or of such party s right to later enforce each and every provision If any part of this Agreement is found to be invalid the remaining part will be effective Notices or other communications will be in writing and will be deemed served if delivered personally or if sent by facsimile transmission by overnight mail or courier or by certified mail return receipt requested and addressed to the party at the address set forth on the face of this Agreement The law of the state of Florida will govern any interpretation of this Agreement and dispute between Philips and Customer without regard to the principles of choice of law ADVERSE EVENT REPORTING If Customer notifies Philips of an adverse event then Philips will assist Customer s risk management department in investigating the adverse event on the System covered under this agreement in accordance with client s risk management policies Philips Adverse Event Reporting policy and the reporting requirements of the Safe Medical Device Act of 1990 All information concerning an adverse event shall be treated as confidential information and will not be discussed with unauthorized personnel Customer remains solely responsible for reporting adverse events to the FDA Philips will not be responsible or liable for this reporting activ
15. ity nor for any repercussions resulting from errors or omits in or absences of such reporting 26 ENTIRE AGREEMENT EXHIBITS This Agreement constitutes the entire understanding of 27 the parties and supersedes all other agreements written or oral regarding its subject matter No additional terms conditions consent waiver alteration or modification will be binding unless in writing and signed by Philips authorized representative and Customer Additional or different terms and conditions whether stated in a purchase order or other document issued by Customer are rejected and will not apply to the transactions contemplated by this Agreement No prior proposals statements course of dealing course of performance usage of trade or industry standard will be part of this Agreement The service specific schedules listed below are incorporated herein as they apply to the services listed on the quotation and their additional terms shall apply solely to Customer s purchase of the services specified therein If any terms set forth in an exhibit conflict with terms set forth in these Terms and Conditions of Sale the terms set forth in the schedule shall govern AUTHORITY TO EXECUTE The parties acknowledge that they have read the terms and conditions of this Agreement that they know and understand the same and that they have the express authority to execute this Agreement Polk County Philips Healthcare Signature
16. lips Philips published list price for such parts plus freight 4 5 Remote Access For Philips to provide remote support Customer must provide remote access to the Patient Care Equipment via Philips specified connection as described in the Service Agreement and notify Philips of any changes to connection procedures Customer must also provide Philips with access to domain accounts passwords and connections that are necessary to perform required Services 4 6 Security Customer shall provide security to prevent unauthorized Patient Care Equipment access to proprietary and confidential information 4 7 Software version levels Customer must maintain its Systems at a currently supported version to receive support under this Exhibit 4 8 Hardware revision levels The Customer must maintain all associated System hardware firmware and middleware at the required revision levels for the software version To receive software updates and upgrades the Customer must maintain all Associated hardware to the then current specification for the software updates or upgrades 4 9 Data reconstruction The Customer shall follow the recommended back up processes as outlined in the System Installation or Reference Guides The Customer is also responsible for the reconstruction restoration retrieval or recovery of any lost or altered patient records files programs or data Philips is not responsible for the reconstruction restoration retrieval or recovery of
17. mware software or cabling not supplied by Philips whether used internal or external to System without Philips approval Examples include software patches security fixes and service packs from the operating system web browser or database software manufacturer s 6 1 2 Any product supplied by Philips that has been modified by the Customer or any third party and 6 1 3 Any product maintained under this Agreement in which the Customer does not allow Philips to incorporate engineering improvements 6 1 4 Any product that has reached its End of Life End of Life means equipment that is at least six 6 months beyond the end of life date which is determined by the manufacturer 6 1 5 Operating system software issues that manifest themselves in non performance of another installed application and affect use or performance of the System 6 1 6 Any network related problems 6 1 7 The cost of consumable materials including batteries software media and cassettes Page 9 REV 1 1 2012 09 07
18. ng but not limited to acts of God acts of third parties acts of the other party acts of any civil or military authority fire floods war terrorism embargoes labor disputes acts of sabotage riots accidents delays of carriers subcontractors or suppliers voluntary or mandatory compliance with any government act regulation or request shortage of labor materials or manufacturing facilities Page 1 REV 1 1 2012 09 07 PHILIPS 7 TERM AND TERMINATION 7 1 The term of this Agreement shall be set forth in the quotation s attached hereto and incorporated herein 7 2 This Agreement is non cancelable by Customer and will remain in effect for the term specified in this Agreement However Customer may cancel this Agreement upon 60 days written notice to Philips i representing that the System is being permanently removed from the Site and that the System is not being used in any other Customer site or ii specifically describing a material breach or default of the Agreement by Philips provided that Philips may avoid such cancellation by curing the condition of breach or default within such 60 day notice period 7 3 In addition if the Customer sells or otherwise transfers any of the System to a third party and the System remains installed and in use at the same location but such third party does not assume the obligations of the Customer under this Agreement or enter into a new service agreement with Philips with a term at least eq
19. nostics Philips may remotely access the System to perform services Customer shall provide Philips access tothe System 3 3 Philips Internet based Customer Support Tools Philips will provide one 1 seat license to Philips web based support tool for the System s covered under the Service Agreement 3 4 On Site Labor and Travel Philips will provde the labor and travel necessary for the delivery of corrective maintenance Services during on site Service Coverage hours On site service coverage hours are Monday to Friday 8 00am to 5 00pm excluding holidays 3 5 Extended Coverage Hours Extended coverage hours for on site labor coverage is seven 7 days per week twenty four 24 hours per day including Philips holidays 3 6 Overtime On Site Labor and Travel If extended coverage hours are not included then overtime on site labor will be billed at a preferred rate 3 7 Parts and Priority Delivery of Parts Philips will provide the parts for corrective maintenance services Priority Delivery of parts is next business day delivery for parts ordered prior to 3 00 PM Eastern 3 8 Planned Maintenance If Planned Maintenance Service is included in the agreement then Philips will provide Customer a planned maintenance schedule for the Covered Equipment Philips will provide such planned maintenance during the Service Coverage hours at a mutually agreed upon time Customer will make the Covered Equipment available in accordance with this schedule Philips will p
20. ntact with the Customer following a request for Service 2 2 On Site Response Time is the time for a qualified Philips service representative to arrive on site to begin service Typical Bench Repair Time is the time for a qualified Philips service representative to repair and return the Customers existing Patient Care Equipment from Philips receipt of the device to Philips shipment of such equipment to Customer 2 4 Typical Unit Exchange Time is the time for a qualified Philips service representative to exchange the Customers Patient Care Equipment with a new and or refurbished device 2 5 Philips Next Business Day response depends on the location of the Customer Philips response time will be i next business day response time for System Sites located withn 100 miles of the responding Philips Field Service Engineer ii two business days for System Sites located within 101 200 miles of the responding Philips Field Service Engineer iii three business days for System Sites located within 201 to 300 miles of the responding Philips Field Service Engineer and iv the response time described in the Agreement for System Sites located greater than 301 miles of the responding Philips Field Service Engineer 2 3 Page 6 REV 1 1 2012 09 07 3 COVERAGE 3 1 Telephone and Remote Support Telephone and remote support coverage is included with all Service Agreements identified in the Exhibit 3 2 Remote Access amp Diag
21. rms and conditions set forth in this Agreement Customer guarantees the payment of all monies due or that may become due under this Agreement in spite of any collateral arrangements Customer may have with such Third Party Organization or any payments Customer has made to the Third Party Organization Philips has no contractual relationship for the Services rendered to Customer except as set forth herein To the extent that the parts and services Philips provides are not covered by Customer s arrangement with such Third Party Organization Customer shall promptly pay for such parts and services on demand 14 TAXES Any applicable tax will be invoiced to and payable by Customer along with the Agreement Price in accordance with the payment terms set forth in this Agreement unless Philips receives a tax exemption certificate from Customer which is acceptable to the taxing authorities Customer will not be obligated to pay any federal state or local tax imposed upon or measured by Philips net income 15 INDEPENDENT CONTRACTOR Philips is Customer s independent contractor not Customer s employee agent joint venture or partner Philips employees and Philips subcontractors are under Philips exclusive direction and control Philips has no liability or responsibility for and does not warrant customer s or customer s employees act or omissions related to any services that are performed by customer s employees under this agreement 16 RECORD RETENT
22. rovide planned maintenance on the Covered Equipment at scheduled intervals Philips may perform Planned Maintenance activities at the Philips repair facility for certain Patient Care Equipment If loaner equipment is included inthe Service Agreement and provided to Customer then Customer will execute a loaner agreement to document its responsibility for any loss or damage to such equipment while in Customer s possession All terms and conditions of the Service Agreement and this Services Exhibit will apply to the loaner equipment 4 CUSTOMER RESPONSIBILITIES 4 1 Support Parts Agreement 4 1 1 Ensure that all Patient Care Equipment of the same model number at the Patient Care Equipment Site is covered by the same Support Parts Agreement program a separate Philips service agreement except Biomed Assist Services or Philips standard warranty If such service agreement or warranty expires during the term of the Service Agreement then all equipment of the same model as the Patient Care Equipment must be added to the existing Support Parts Agreement program except Biomed Assist Services or a new Philips service agreement that includes a Support Parts Agreement 4 1 2 Designate and train a biomedical engineer and an alternate who will serve as Philips primary support contacts Such individuals must be familiar with all aspects of biomedical training provided by Philips In addition the biomedical engineer shall maintain the integrity of the Patient
23. rts that is not for the Equipment The following applies regardless if Parts coverage is included or notincluded in the Service Agreement Customer acknowledges and agrees that all parts furnished pursuant this Agreement will only be used in the maintenance service and repair of the Patient Care Equipment atthe Patient Care Equipment Site Customer may not resell or exchange such parts with any third party Unless Priority Parts Delivery is included in the Services Agreement all replacement parts ordered under the this Services Exhibit will be shipped using Philips standard shipping priority prepaid subject to availability Other freight arrangements will be at Customer s request and expense Philips may use refurbished components in the repair of the Patient Care Equipment the refurbished components shall be subject to the same inspection and quality control procedures as all other materials used in the manufacture of the Patient Care Equipment and shall be warranted to the same extent that a non refurbished component is warranted 4 4 Exchange Unit If a replaced part is a recyclable or exchange part as indicated on Philips published price book then Customer must return to Philips the failed recyclable or exchange part for which the replacement part was furnished within seven 7 days of shipment of the replacement part If the failed part is not returned to Philips in the time stated Customer wil pay Philips in addition to any other amounts due Phi
24. s terms and conditions of sale applicable to the service quoted herein are ava AA tonsattached hereto Terms and Conditions Health Care providers are reminded that if the transactions herein include or invoke a ea or discount including a rebate or other price reduction they must fully and accurately report such loan or discount on cost reports or other applicable reports or claims for payment submitted health care program including but not limited to Medicare and Medicaid such as may be required by state or federal law including under any federal or state but not limited to 42 CFR 1001 952 h Philips reserves all rights with regard to this information Reserved Customer Agreement as Quoted Upon customer signing and an authorized Philips representative Philips by its acceptance hereof agrees to provide maintenance accepting this quotation constitutes a contract and Customer is services for the equipment listed above in accordance with bound by all terms and conditions hereof the following terms set forth herein Authorized Signature Authorized Signature Printed Name Title Date Title Date FOR CREDIT CARD PAYMENT Customer PO Credit Card Type circle AMEX VISA MC Discover Please attach copy of original PO Credit Card Expiration Date Signature Print Name prepared by Debbie St Yves AX To 800 947 3299 or Mail Purchase Order amp Quote To Philips Healthcare Business Center ms0400 3000 Minuteman Road Andover MA 01810
25. ualto the unexpired term of this Agreement then the Customer may terminate this Agreement with respect to such System upon no less than thirty 30 days prior written notice to Phiips in which case the Customer shall pay to Philips i all amounts due under this Agreement through the effective date of termination based on the notice requirement and ii as liquidated damages and not as a penalty an amount equal to 30 of the remaining payments due under this Agreement for such System from the date of termination through the scheduled expiration of the term of this Agreement 8 DEFAULT Customer s failure to pay any amount due under this Agreement within 30 days of when payment is due constitutes a default of this Agreement In such an event Philips may at its option i withhold performance under this Agreement until a reasonable time after all defaults have been cured ii declare all sums due and to iii commence collection activities for all sums due or to become due hereunder including but not limited to costs and expenses of collection and reasonable attorney s fees iv terminate this Agreement with 10 days notice to Customer and v pursue any other remedies permitted by law 9 END OF LIFE If Philips determines that its ability to provide the Service Coverage is hindered due to the unavailability of parts or trained personnel or that the system can no longer be maintained in a s safe or effective manner as determined by Philips
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